[6-K] BANCO SANTANDER (BRASIL) SA Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Banco Santander (Brasil) S.A. (BSBR) filed a Form 6-K announcing a related-party Service Provision and Project Execution Agreement signed 25 Jul 2025 with Santander Global Cards & Digital Solutions Brasil S.A., an affiliate ultimately controlled by Banco Santander, S.A.

Scope & Purpose: Global Cards will deliver card-issuance, transaction-processing and cloud infrastructure services via the PLARD Technology Platform, replacing the bank’s mainframe system as part of the group’s global technology standardisation.

Key terms

• Estimated 2025 spend: R$106 million, variable with card, transaction and customer volumes.
• Contract effective through December 2029.
• Agreed by global/local committees and approved by the bank’s Audit Committee in accordance with the Related-Party Transactions Policy.
• Controlling shareholder and its executives abstained from negotiations.

Management states pricing reflects arm’s-length market benchmarks and prior comparable deals. No withdrawal rights apply.

Positive

• Cloud migration to PLARD platform could enhance scalability, security and long-term processing efficiency.
• Five-year term provides operational continuity and aligns with the group’s global standardisation strategy.

Negative

• Related-party nature invites governance and transfer-pricing scrutiny from regulators and minority shareholders.
• Variable cost structure tied to transaction volumes could lift expenses if card growth outpaces revenue.

Insights

Financial Analyst

TL;DR: R$106 m five-year intra-group card-processing deal; tech upgrade aids efficiency, earnings impact small, governance safeguards noted.

The shift to PLARD should modernise Santander Brasil’s card infrastructure, potentially lowering long-term processing costs and boosting scalability. At ~R$106 m for 2025 (≈US$20 m), the expense represents only a fraction of BSBR’s annual operating costs, so near-term P&L impact appears immaterial. Variable pricing aligns costs with volume growth, mitigating margin risk. Overall, operationally positive but unlikely to move EPS materially; neutral valuation effect.

Corporate Governance Expert

TL;DR: Related-party deal vetted by Audit Committee; arm’s-length claims reduce but do not eliminate governance and transfer-pricing scrutiny.

The agreement involves entities under the same controlling shareholder, inherently raising conflict-of-interest concerns. However, disclosure under CVM Annex F, Audit Committee approval, and non-participation of Santander Spain’s executives suggest adequate procedural safeguards. Investors should monitor subsequent pricing adjustments and Audit Committee oversight to ensure continued compliance with arm’s-length standards.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

For the month of August, 2025

Commission File Number: 001-34476

BANCO SANTANDER (BRASIL) S.A.

(Exact name of registrant as specified in its charter)

Avenida Presidente Juscelino Kubitschek, 2041 and 2235
Bloco A – Vila Olimpia
São Paulo, SP 04543-011
Federative Republic of Brazil

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ___X___ Form 40-F _______

 Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): 

Yes _______ No ___X____

 Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): 

Yes _______ No ___X____

 Indicate by check mark whether by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: 

Yes _______ No ___X____

 If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):  N/A

 

BANCO SANTANDER (BRASIL) S.A.

Publicly-held Company with Authorized Capital

CNPJ/MF No. 90.400.888/0001-42

NIRE 35.300.332.067

NOTICE TO THE MARKET ON RELATED PARTY TRANSACTION

Banco Santander (Brasil) S.A., hereby informs the market, in compliance with Annex F of CVM Resolution No. 80, of March 29, 2022, as amended, the following about related-party transactions:

Name of the Parties	· Banco Santander (Brasil) S.A. (“Santander”) · Santander Global Cards & Digital Solutions Brasil S.A. (“Global Cards”)
Description of the Transaction	On July 25, 2025, the Parties entered into a Service Provision and/or Project Execution Agreement, through which Global Cards will provide services and/or execute projects related to the issuance and processing of cards, as well as provide technological infrastructure, including software, hardware and related services for Santander's card and payment method platform.
Relationship with the issuer	The Parties' common controlling shareholder is Banco Santander, S.A. ("Santander Spain"). Santander is directly controlled by Santander Spain. Global Cards is a company controlled by Santander Global Cards & Digital Solutions, S.L., which in turn is controlled by Santander Spain.
Purpose of the transaction	The objective of the transaction is to provide core Card Processing services through the PLARD Technology Platform, which is hosted in the cloud and offers greater advantages compared to the current mainframe-based hosting method. The use of the PLARD Technology Platform is part of the Santander Group's global strategy, as part of its implementation of the global service platform model.

 

Description of the negotiation process informing (i) who was responsible for deciding on the contract, (ii) whether the decision was taken by the competent administration body; and (iii) the administrators who participated in the decision	Service contracting is determined by global and local committees within the Santander Group, managed by executives who participate in technical decision-making and cost approval. The contracting process between related parties took into account the criticality and relevance of the scope involved, the magnitude of the transaction, and the need to ensure the security of financial information, minimize operational impact, and ensure business continuity. The transaction was conducted in compliance with the terms and conditions of Santander Brasil's Related Party Transactions Policy, particularly item 5.1., and was previously deliberated upon and approved by the Company's Audit Committee.
Main Terms and Conditions	The estimated contract value for fiscal year 2025 is approximately R$106,000,000.00 (one hundred and six million reais), based on the processing volume on the platform between January and December. Compensation is determined by the volume of cards, transactions, and customers processed by the platform, and may vary according to demand. The agreement is effective through December 2029.
Absence of withdrawal rights	Not applicable.
Participation of the related party, its partners or administrators in the decision-making process and negotiation of the transaction	Santander Spain, its partners or directors did not participate in the decision or negotiation of the transaction with the Parties.
Reasons why the issuer´s management considers that the transaction was carried out on an arm’s length basis or sets forth adequate compensation	The transaction observed arm’s length conditions, on a strictly commercial basis, duly validated according to parameters and methodologies practiced by the market and parameterized in previous transactions of the same nature.

São Paulo, August 04, 2025.

Gustavo Alejo Viviani

Investors Relations Officer

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

Date: August 4, 2025

Banco Santander (Brasil) S.A.
By:	/S/ Reginaldo Antonio Ribeiro
	Reginaldo Antonio Ribeiro Officer without specific designation

By:	/S/ Gustavo Alejo Viviani
	Gustavo Alejo Viviani Vice - President Executive Officer

FAQ

What is the value of Banco Santander Brasil's related-party contract disclosed in the Form 6-K?

The estimated consideration for fiscal 2025 is approximately R$106 million, with payments varying by card and transaction volumes.

How long does the PLARD platform agreement run for BSBR?

The service agreement is effective through December 2029, covering roughly five years.

Which entity will provide card-processing services to BSBR under the new deal?

Services will be delivered by Santander Global Cards & Digital Solutions Brasil S.A., an affiliate controlled by Banco Santander, S.A.

Was the related-party transaction approved by independent governance bodies?

Yes. The Audit Committee reviewed and approved the deal, and controlling-shareholder executives did not participate in negotiations.

Why is BSBR migrating to the PLARD Technology Platform?

The migration aligns with the Santander Group’s global strategy to move card processing from mainframe to cloud for better performance and flexibility.